GSL Securities Ltd. (GSLSECURITIES) - Director Report

Company director report

Your Directors have pleasure in presenting the Twenty Third Annual Report with theaudited statement of Accounts for the year ended 31st March 2017.

Financial Results:

Summary of the working result of the company for the Twenty Third Accounting Year ended31st March 2017 are given as below:

Rs.

Rs.

2016-17

2015-16

Gross Profit/(Loss)

85780.00

112981.00

Less : Depreciation

3358.00

3894.00

Profit/(Loss) before tax

82422.00

109087.00

Less: Income Tax paid earlier year

-

-

Profit/(Loss) after tax

82422.00

109087.00

Less : Adjustment on Account of Depreciation

as per Schedule II of Companies Act 2013

-

-

Add : Balance brought forward from previous year

(15217631.00)

(15326718.00)

(15135209.00)

(15217631.00)

Dividend:

On account of accumulated losses your directors regret their inability to recommendpayment of dividend for the financial year under review.

Transfer to Reserves

The Company has not transferred any amount to reserves.

Operation:

The Company is dealing mainly in the area of Short Term Financing and Investments. TheCompany has reported total income of Rs. 816977/- (Previous year Rs. 801419/-). TheNet Profit for the year under review amounted to Rs. 82422/-(Previous year Rs.109087/-).

Material Changes between the date of the Board report and end of financial year.

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future:

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

Subsidiary Company:

As on March 31 2017 the Company does not have any subsidiary.

Statutory Auditor & Audit Report:

M/s. Vijay R. Tater & Co. Chartered Accountants who are the statutory auditors ofyour Company hold office until the conclusion of the Twenty fifth AGM to be held in theyear 2019 subject to ratification of their appointment at every AGM. The Members year onyear will be requested to ratify their appointment as Auditors and to authorise theBoard of Directors to fix their remuneration. The Audit committee and Board of directorsrecommend the ratification of their appointment in the forthcoming annual general meeting.

The notes on accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further explanations/comments.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. R.S. Mittal & Co. Company Secretaries to undertake the secretarialaudit of the Company for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended 31st March 2017 is attached as "Annexure  I" andforms a part of the reports of the Directors.

The observation made by the secretarial auditors in their report are self-explanatoryand therefore do not call for any further explanations/comments.

Change in the nature of business:

There is no change in the nature of the business of the company

Director:

Mrs. Shailja Bagrodia is retiring by rotation at the forthcoming Annual General Meetingand being eligible offers herself for reappointment.

Mr. Vijay Kumar Lahoti (DIN 07022573) Director of the Company resigned w.e.f.08.11.2016 from his Directorship and Mr. Satyanarayan Parmanand Kabra (DIN 00280637) wasappointed as an Additional Director of the Company w.e.f. 08.11.2016.

Declaration by Independent Directors:

All the independent directors have submitted the declaration of independence asrequired under Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in Section 149(6) of Companies Act 2013.

Fixed Deposits:

During the period under review your company has not accepted any deposits ascontemplated under the provisions of section 73 of the Companies Act 2013. There are nodeposits unpaid or unclaimed at the year-end.

Conservation of Energy Technology Absorption:

Your Company is a Non-Banking Finance Company and is not engaged in manufacturingactivity of any kind. The disclosure of information relating to conservation of energy andtechnology absorption is therefore not applicable to your Company.

Foreign Exchange Earning & Outgo:

There were no foreign exchange earnings or outgo for your Company during the year.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

Number of meeting of the Board:

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

Name of Directors

Date of Appointment

Date of Cessation

1 Mr. S. K. Bagrodia

29/03/1994



2 Ms. Shailja Bagrodia

29/03/1994



3 Mr. Kaushal Atul Mehta

31/10/2002



4 Mr. Vijay Kumar Lahoti

25/06/2003

08/11/2016

5 Mr. Satyanarayan Parmanand Kabra

08/11/2016



During the year under review 6 (six) Board meetings were held details of which aregiven below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

Date of Meeting

No. of Directors attended the meeting

30/05/2016

3

29/07/2016

3

25/08/2016

3

02/11/2016

3

08/11/2016

5

31/01/2017

4

Audit Committee

The Board of Directors has constituted an Audit Committee and empowered the committeeto deal with all such matters which it may consider appropriate to perform as auditcommittee including items specified in Section 177(4) of the Companies Act 2013 (as maybe modified/amended from time to time) and such matters as may be assigned from time totime by the Board of Directors. The details of composition meetings and attendance of theMeetings of the Audit Committee are as under:-

. Name

Category

Designation

No. of Meetings

Held

Attended

1 Mr. Kaushal Atul Mehta

Independent Non-Executive

Chairman

5

5

2 Ms. Shailja Bagrodia

Independent Non-Executive

Member

5

5

3 *Mr. Vijay Kumar Lahoti

Independent Non-Executive

Member

5

1

4 Mr. Satyanarayan Kabra

Independent Non-Executive

Member

5

2

*Mr. Vijay Kumar Lahoti resigned w.e.f. 08.11.2016

There have been no instances of non-acceptance of any recommendations of the AuditCommittee by the Board during the financial year under review.

Nomination and Remuneration Committee

The Board constituted Nomination and Remuneration committee. The Committee hasformulated a Nomination and Remuneration Policy.

Director's Responsibility statement:

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended 31st March 2017 and state that :(i) in the preparation of the Annual Account the applicable Accounting standards havebeen followed with proper explanation relating to material departures; (ii) they haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view and of thestate of affairs of the Company at the end of the financial year and of the profits of theCompany for that period; (iii) they have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the thisAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; (iv) they have prepared the annual accounts on a going concernbasis; (v) they have laid down internal financial controls to be following by the companyand that such internal financial controls are adequate and operating effectively: and

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

Risk Management Policy

The Company's risk management framework is based on a clear understanding of variousrisks disciplined risk assessment and measurement procedures and continuous monitoring.The policies and procedures established for this purpose are continuously benchmarked withgroup's best practices and guidelines and in line with the local laws and regulations. TheBoard of Directors has oversight on all the risks assumed by the Company. The businessactivities are undertaken within this defined policy framework.

Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under subsection (3) of section 178;

In terms of Section 178 of the Companies Act 2013 and the Listing Agreement theNomination and Remuneration Committee oversee the Company's nomination process for thesenior management and specifically to identify screen and review individuals qualified toserve as Executive and Non - executive Directors Independent Directors consistent withcriteria approved by the Board and to recommend for approval by the Board nominees forelection at the AGM of the shareholders. The Committee has the overall responsibility ofapproving and evaluating the compensation plans policies and programs for Directors andthe senior management. The Committee further coordinates and oversees the annualself-evaluation of the performance of the Board Committees' and of individual Directors.

Particulars of loans guarantees or investments under section 186:

During the year under review the Company has not advanced any loans/ given guarantees/made investments.

Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Corporate Governance and Management Discussion and Analysis Report:

This is not applicable/ mandatory as per requirement of applicability of Regulation 15of SEBI (Listing obligation and disclosure requirements) Regulations 2015.

Extract of the Annual Return in Form MGT-9:

The details forming part of extract of annual return as per Form MGT- 9 is annexedherewith as Annexure  II'.

Related Party Transactions:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. Hence form AOC - 2 is not applicableto the Company.

Acknowledgement:

Your Directors would like to express their appreciation for co-operation and assistancereceived from the shareholders bankers government authorities and employees during theyear under review.